Background
In 2024, a group of financial services firms and regulated entities operating across multiple sectors including investment management, payment services, and advisory sought expert legal support to overhaul their internal corporate frameworks. These businesses were facing growing regulatory expectations from the Central Bank of the UAE as they expanded their operations and prepared to engage with local and international stakeholders.
Their existing corporate structures and governance arrangements were built for early-stage operations and were no longer fit for purpose. The leadership teams recognised the need for more robust governance, clearly documented shareholder rights, strengthened compliance frameworks, and ongoing regulatory support to operate with confidence in a dynamic regulatory environment.
The clients wanted a comprehensive solution that would standardise internal processes, enhance regulatory compliance, and support them in addressing day-to-day legal and compliance matters without disrupting core operations.
Our Role and Strategic Recommendation
We took a holistic approach in advising these clients. Rather than addressing legal issues in isolation, we recommended a structured internal restructuring strategy that would align governance, compliance, and operational arrangements across all entities.
Our key objectives were to:
- Establish clear governance frameworks that reflected regulatory expectations and commercial realities.
- Standardise shareholder arrangements to protect stakeholders and facilitate future funding rounds.
- Align operational agreements with best practices and regulatory requirements of the Central Bank of the UAE.
- Deliver ongoing regulatory and compliance support to navigate evolving rules and interpretations.
Our team’s deep experience in UAE financial regulatory matters and corporate law meant we could tailor solutions that worked within the clients’ existing business models and future ambitions.
Approach: Strategic Restructuring, Effective Governance
Our work with the clients unfolded in several phases:
In-Depth Regulatory and Commercial Assessment
We started with detailed reviews of existing corporate structures, regulatory filings, governance documents, and compliance processes. This included mapping out entity hierarchies, ownership, and control mechanisms. We also identified material gaps relative to the Central Bank’s regulatory requirements and industry best practices.
Designing Governance and Shareholder Frameworks
Based on our assessment, we drafted comprehensive governance frameworks. These included updated board charters, decision-making protocols, and escalation procedures. We also re-designed shareholder agreements to clarify rights, obligations, exit provisions, and dispute resolution pathways.
Operational Agreements and Compliance Enhancements
Next, we revised and drafted key operational agreements covering service provision, internal reporting, risk management, and compliance oversight. Each document was structured to support regulatory transparency and to embed compliance responsibilities into daily operations.
Ongoing Regulatory Guidance
Given the evolving nature of financial regulations, we established a mechanism for ongoing regulatory guidance and support. We provided timely interpretations of regulatory updates, assisted with filings and notifications to the Central Bank, and advised on routine compliance queries that arose from operational decisions.
Stakeholder Engagement and Implementation
We worked closely with the clients’ internal teams, external auditors, and compliance officers to implement the new frameworks. We held workshops to ensure internal stakeholders understood governance roles, reporting lines, and regulatory obligations embedded in the updated arrangements.
Outcome and Continued Partnership
The restructuring exercise delivered measurable improvements in both governance and compliance. Key outcomes included:
- A unified governance framework that supported consistent decision-making and accountability.
- Clear and enforceable shareholder arrangements that enhanced investor confidence.
- Operational agreements aligned with regulatory standards and commercial needs.
- Practical, day-to-day regulatory guidance that reduced legal risk for management teams.
The clients now operate with greater clarity and confidence. They have modernised structures that support compliance with Central Bank expectations and a legal foundation that scales with future growth.
We continue to advise these clients on regulatory developments, compliance obligations, and legal challenges as they arise, strengthening their ability to navigate a complex regulatory environment effectively.
